This excerpt taken from the BHE 10-K filed Mar 1, 2007.
Note 18 Subsequent Events
Effective January 8, 2007, the Company acquired Pemstar Inc. (Pemstar), a publicly traded EMS company headquartered in Rochester, Minnesota (the Merger). Pursuant to the Agreement and Plan of Merger among the Company, Autobahn Acquisition Corp. and Pemstar dated October 16, 2006 (the Merger Agreement), each issued and outstanding share of common stock, par value $0.01 per share, of Pemstar was converted into the right to receive 0.16 of a common share, par value $0.10 per share, of the Company. With the closing of the Merger, Pemstar became a wholly-owned subsidiary of the Company. With the acquisition of Pemstar, the Companys global operations now include 24 facilities in nine countries. This acquisition expanded the Companys customer base and deepened its engineering and systems integration capabilities.
The aggregate purchase price was $220.9 million, including common shares valued at $202.5 million, stock options and warrants valued at $8.7 million, convertible debt valued at $4.8 million and estimated acquisition costs of $4.9 million. The value of the 7.3 million common shares issued was based on the average market price of the Companys common shares over the 2-day period before and after the terms of the acquisition were agreed to and announced.
As a direct result of the Pemstar acquisition, we assumed approximately $86 million of indebtedness. Since the acquisition date of January 8, 2007, this indebtedness has been reduced by over $60 million.
Pemstar is involved in various legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of such matters will not have a material adverse effect on our consolidated financial position or results of operations. Currently, Pemstar is subject to the following legal proceedings outside the ordinary course of business.
On June 16, 2005 a putative class action was filed by an individual shareholder against Pemstar and certain of its officers and directors. The lawsuit is pending in the United States District Court for the District Court of Minnesota and is captioned: In re PEMSTAR INC. Securities Litigation, Civil Action No. 05-CV-01182 JMR/FLN. The lawsuit alleges violations of Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934 and Section 11 of the Securities Act of 1933. An Amended Complaint was filed on November 28, 2005. The plaintiff alleges, in essence, that the defendants defrauded Pemstars shareholders by failing to timely disclose the circumstances around the discrepancies in the accounting of the Mexico facility that generated a restatement. The lawsuit also alleges that the registration statement filed by Pemstar in connection with a secondary offering contained false, material misrepresentations. The plaintiff seeks to represent a class of persons who purchased Pemstar stock from January 30, 2003 through and including January 12, 2005. The Amended Complaint does not specify an amount of damages. The Company and the individuals will vigorously defend against the claim and believe the lawsuit is without merit.
On July 26, 2005, an individual who claims to own Pemstar shares filed a derivative action in Olmsted County District Court captioned: Michael Tittle, et al. v. Allen Berning, et al. Civil No. 55-CO-05-003235. An Amended Complaint was filed on November 11, 2005. The lawsuit alleges that Pemstars Board of Directors breached their fiduciary duties by allowing circumstances to exist that generated a restatement. The lawsuit includes allegations that the defendants believe have been released as part of the settlement of a prior derivative lawsuit. On February 6, 2007, the Court entered an order and judgment to dismiss the action with prejudice.
This excerpt taken from the BHE 10-Q filed Nov 9, 2006.
Note 13 Subsequent Events
On October 16, 2006, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Pemstar Inc., a Minnesota corporation (Pemstar), and the Companys wholly owned subsidiary, Autobahn Acquisition Corp., a Minnesota corporation (Sub), whereby Sub will merge with and into Pemstar (the Merger), with Pemstar surviving the Merger as a wholly owned subsidiary of the Company.
Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock, par value $0.01 per share, of Pemstar not owned by the Company, Pemstar or Sub will be converted into the right to receive 0.160 of a share of common stock, par value $0.10 per share, of the Company. The Merger Agreement contains customary anti-dilution provisions in the event of a stock split, stock dividend, special cash dividend or similar event.
It is intended that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Consummation of the Merger is subject to closing conditions that include, among others, (i) approval of the Merger by Pemstars shareholders and (ii) expiration or termination of any waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Merger is expected to close in the first calendar quarter of 2007, subject to the timing of completion of regulatory reviews.
The Merger Agreement contains certain termination rights for each of Pemstar and the Company and further provides that, upon termination of the Merger Agreement under circumstances described in more detail in the Merger Agreement, Pemstar will pay the Company a termination fee of $12 million.
This excerpt taken from the BHE 10-K filed Mar 16, 2005.
Note 19Subsequent Events
On January 20, 2005, the Company entered into a three-year, $100 million Credit Agreement (the Credit Agreement) by and among the Company; the Banks party thereto; JPMorgan Chase Bank, N.A. as administrative agent, collateral agent and issuing lender; and Fleet National Bank, Wells Fargo Bank and Comerica Bank as co-documentation agents. This new credit facility, which replaces the $158.9 million credit facility that expired on December 30, 2004, has a $100 million three-year revolving credit line for general corporate purposes which can be increased to a total of $200 million.
On March 10, 2005, the Company entered into a Real Estate Purchase Agreement (the Purchase Agreement) with the owners of manufacturing and office facilities in Minnesota that the Company currently leases from a partnership whose partners include shareholders and a former director of the Company (the Leased Property). The Purchase Agreement, effective February 28, 2005, provides that the Company will purchase the Leased Property for $5.9 million. The purchase price was negotiated at arms length and the Company believes that the purchase price does not exceed fair market value.